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Jaipan Industries Directors Report, Jaipan Inds Reports by Directors
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Jaipan Industries

BSE: 505840|ISIN: INE058D01030|SECTOR: Domestic Appliances
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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 The Directors have pleasure in presenting the 49th Annual Report on the
 business and operations of your Company and theAudited Financial
 Statements for the year ended 31st March, 2015.
 
 1.  FINANCIAL RESULTS
 
 The highlights of the Financial Results are:
 
                                          31-03-2015          31-03-2014
 
 Sales & Other Income                29,83,53,040.92     40,42,38,940.29
 
 Less: Raw Material                  22,20,98,498.00     32,82,18,606.67
 
 Consumed & Purchases
 
 Less: Expenditure                    6,79,96,194.12      6,67,06,982.88
 
 Less: Depreciation                     68,32,985.96        76,72,221.20
 
 Net Profit before tax & after          14,25,366.68        16,41,129.54
 
 depreciation
 
 Less: Provision for Tax                8,98,980.00          7,37,230.00
 
 Less: Income tax earlier year                    -                    -
 
 Add: Provision for Deferred Tax       (441,998.84)        (3,76,735.00)
 
 Net Profit After Tax                   9,68,385.52         12,80,634.54
 
 Add: Profit & Loss brought           3,73,93290.99       3,61,12,656.45
 forward
 
 Add: Excess Provisions of
 Last Year
 
 Profit carried to Balance Sheet     3,83,61,676.51       3,73,93,290.99
 
 2.  DIVIDEND
 
 Your Board of Directors does not recommend any dividend for the
 financial year ended 31st March, 2015.
 
 3.  BOARD AND COMMITTEE MEETINGS
 
 The Board and Audit Committee met 4 times during the FY 2014- 15 viz.
 30.05.2014, 11.08.2014, 14.11.2014 and 14.02.2015.
 
 The Nomination and Remuneration Committee met 2 times during the year
 viz. 30.05.2014 and 14.02.2015.
 
 There have not been any instances during the year when recommendations
 of the Audit Committee were not accepted by the Board.
 
 4.  DIRECTORS
 
 Pursuant to the provisions of Section 152(6) of the CompaniesAct, 2013,
 Mr. Atin Agarwal, an executive director retires by rotation at the
 ensuing Annual General Meeting (AGM) and being eligible, offers himself
 for re-appointment.
 
 Mrs. Veena Agarwal was appointed as the Additional Director at the
 meeting of the Board of Directors held on 14.02.2015. She holds office
 as anAdditional Director upto the date of the forthcoming AGM.Anotice
 has been received from member pursuant to Section 160 of the Act
 signifying his intention to propose Mrs. Veena Agarwal as a Director of
 the Company
 
 Mr. Thomas Lassar Kezhakr was appointed as the Additional Director of
 the Company with effect from 14.11.2014 and has resigned from the
 Company with effect from 14.02.2015.
 
 Mr. Ashwini Omprakash Sharma has resigned as the Director of the
 Company with effect from 14.11.2014.
 
 5.  KEY MANAGERIAL PERSONNEL
 
 Mr. Atin Agarwal is the CFO of the Company.
 
 Mr. Jainarain Agarwal is the Managing Director of the Company.  They
 are the Key Managerial Personnel as per the provisions of the Companies
 Act, 2013 and were already in office before the commencement of the
 Act.
 
 6.  PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 Particulars of loans given, investments made, guarantees given and
 securities provided are disclosed in the standalone financial
 statements.
 
 7.  RELATED PARTY TRANSACTIONS
 
 All related party transactions that were entered into during the
 financial year were in the ordinary course of the business and on an
 arms length basis. The Company has nothing to report in Form AOC-2,
 hence, the same is not annexed.
 
 8.  RISK MANAGEMENT POLICY
 
 The Internal Audit Department facilitates the execution of Risk
 Management Practices in the Company, in the areas of risk
 identification, assessment, monitoring, mitigation and reporting.
 
 9.  FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits during the year under
 review.
 
 10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
 
 No significant or material orders were passed by the regulators or
 courts or tribunals impacting the going concern status and Company''s
 operations in future.
 
 11. INTERNAL FINANCIAL CONTROLS
 
 Your Company has laid down standards and processes which enable
 internal financial control across the Company and ensured that the same
 are adequate and are operating effectively.
 
 12. DEPOSITORY SYSTEM
 
 The Company has entered into an agreement with National Securities
 Depository Limited (NSDL) as well as Central Depository Services
 (India) Limited (CDSL) to enable shareholders to hold the shares in
 dematerialized form. The Company also offers simultaneous
 Dematerialization of physical shares lodged for transfer.
 
 13. PARTICULARS OF EMPLOYEES
 
 The information required under Section 197(12) of the Companies Act,
 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, is annexed asAnnexure A.
 
 The information required under Rule 5 (2) and (3) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
 also provided in the Annexure forming part of the Report.
 
 14. NOMINATION AND REMUNERATION POLICY
 
 The Nomination and Remuneration Committee is responsible for developing
 competency requirements for the Board, based on the industry and
 strategy of the Company. Board composition analysis reflects in-depth
 understanding of the Company, including its strategies, environment,
 operations, financial condition and compliance requirements.
 
 The Nomination and Remuneration Committee conducts a gap analysis to
 refresh the Board on a periodic basis, including each time a Director''s
 appointment or re-appointment is required. The Committee is also
 responsible for reviewing and vetting the CVs of potential candidates
 vis-a-vis the required competencies and meeting potential candidates,
 prior to making recommendations of their nomination to the Board.
 
 15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
 
 The Board of Directors on the recommendations of the Audit Committee
 has approved and adopted a Whistle Blower Policy that provides a formal
 mechanism for all employees of the Company to approach the Chairman of
 the Audit Committee/Chief Ethics Counselor of the Company and make
 protective disclosure about the unethical behavior, actual or suspected
 fraud or violation of the Company''s Code of Conduct.
 
 16. CORPORATE SOCIAL RESPONSIBILITY
 
 The provisions of Section 135 of the CompaniesAct, 2013 are not
 applicable to the Company.
 
 17. SECRETARIAL AUDIT REPORT
 
 Pursuant to the provisions of Section 204 of the Act and The Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
 Board of Directors of the Company had appointed M/s. Shravan A. Gupta &
 Associates Practising Company Secretaries to undertake the Secretarial
 Audit of the Company for the year ended 31st March, 2015. The
 Secretarial Audit Report is annexed as Annexure B.
 
 18.  EXTRACT OF ANNUAL RETURN
 
 Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with
 Rule 12 of the Companies (Management and Administration) Rules, 2014,
 the extracts of the Annual Return as at 31st March 2015 forms part of
 this report as Annexure C.
 
 19.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Based on the framework of internal financial controls and compliance
 systems established and maintained by the Company, work performed by
 the internal, statutory, and secretarial auditors and the reviews
 performed by Management and the relevant Board Committees, including
 the Audit Committee, the Board is of the opinion that the Company''s
 internal financial controls were adequate and effective during the
 financial year 2014-15.
 
 Accordingly, pursuant to Section 134(5) of the Act, the Board of
 Directors, to the best of their knowledge and ability, confirm that:
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards had been followed and that there were no material
 departures;
 
 (b) the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit of
 the Company for that period;
 
 (c) the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 (d) the Directors had prepared the annual accounts on a going concern
 basis;
 
 (e) the Directors had laid down internal financial controls to be
 followed by the Company and that such internal financial controls are
 adequate and were operating effectively; and
 
 (f ) the Directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 20.  AUDITORS
 
 M/s. Ashok K Lohiya And Associates Chartered Accountants, were
 reappointed as the Auditors of the Company at the last Annual General
 Meeting (AGM) OF the Company, to hold office from the conclusion of that
 AGM till the conclusion of 53rd AGM of the Company. In terms of the
 provisions of Section 139 of the Companies Act, 2013, the appointment of
 the auditors has to be placed for ratification at every AGM.
 Accordingly, the appointment of M/s. Ashok K. Lohiya And Associates,
 Chartered Accountants, as statutory auditors of the Company, is placed
 for ratification by the shareholders.
 
 21.  POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
 HARASSMENT AT WORKPLACE
 
 The Company has adopted a Policy on Prevention, Prohibition and
 Redressal of Sexual Harassment at the Workplace, to provide protection
 to employees at the workplace and for prevention and redressal of
 complaints of sexual harassment and for matters connected or incidental
 thereto, with the objective of providing a safe working environment,
 where employees feel secure. The Company has also constituted an
 Internal Complaints Committee to consider and to redress complaints of
 sexual harassment. The Committee has not received any complaint of
 sexual harassment.
 
 22.  SUBSIDIARY
 
 Your Company does not have any subsidiary company.
 
 23.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 A.  Conservation of Energy: The Company consciously makes all efforts
 to conserve energy across all its operations.
 
 B.  Technology Absorption : The Company has taken necessary care to
 utilize energy efficient manufacturing equipments and has taken
 sufficient care to protect the environment from pollution caused due to
 use of technology.
 
 C.  Foreign Exchange Earnings and Outgo: Company has earned a Foreign
 Exchange Earnings of Rs. 12.14 Lacs from Foreign Exchange Transactions.
 The Company has not incurred any foreign expenditure during the year
 under review.
 
 24.  ACKNOWLEDGEMENTS
 
 The Board wishes to place on record their sincere appreciation for the
 continued support which the Company has received from its customers,
 suppliers, shareholders, promoters, bankers, group companies and above
 all, its employees.
 
                            For and on behalf of the Board of Directors
                                              JAIPAN INDUSTRIES LIMITED
 
                                                   JAINARAIN O. AGARWAL
                                         (Chairman & Managing Director)
 
 Place: Mumbai,
 
 Date: 14th August, 2015
 
 Registered Office:
 
 17, Cama Industrial Estate, Walbhatt Road,
 
 Goregaon (East), Mumbai 400 063
 
 CIN: L28991MH1965PLC013188
Source : Dion Global Solutions Limited
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